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Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-08-16 · 105 added, 68 removed, 210 unchanged (45% of the section changed)

47 unchanged sentences

of Operations

of June 30, 2024, the Company had not commenced any operations.

From February 9, 2021 (inception) until the Company’s initial public

offering on February 23, 2022, the Company’s entire activity was in preparation for an initial public offering, and following the

Company’s IPO through June 30, 2024, the Company’s entire activity has been limited to the search for a prospective initial

Business Combination.

We will not generate any operating revenues until after completion of our initial Business Combination at the earliest.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as expenses for due diligence efforts.

Our operating expenses consist of general and administrative expenses necessary to operate

and maintain the Company as we pursue one or more Business Combinations.

the three months ended June 30, 2024, we had a net loss of $602,258, which consisted of operating expenses of $501,012, interest

expense associated with the debt discount of $208,184 and other expense of $62,974, offset by interest earned on investments held in

Trust Account of $169,912.

For the three months ended June 30, 2023, we had a net income of $1,811,817, which consisted of interest

earned on investments held in Trust Account of $2,100,063 offset by operating expenses of $288,246.

the six months ended June 30, 2024, we had a net loss of $3,069,359, which consisted of operating expenses of $3,023,690, interest

of September 30, 2024, the Company had not commenced any operations.

From February 9, 2021 (inception) until the Company’s initial

public offering on February 23, 2022, the Company’s entire activity was in preparation for an initial public offering, and following

the Company’s IPO through September 30, 2024, the Company’s entire activity has been limited to the search for a prospective

initial Business Combination.

We will not generate any operating revenues until after completion of our initial Business Combination

at the earliest.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as expenses for due diligence efforts.

Our operating expenses consist of general and administrative expenses necessary

to operate and maintain the Company as we pursue one or more Business Combinations.

the three months ended September 30, 2024, we had a net loss of $537,019, which consisted of operating expenses of $630,772, interest

expense associated with the debt discount of $8,496, offset by interest earned on investments held in Trust Account of $76,746 and other

income of $25,503.

For the three months ended September 30, 2023, we had a net loss of $69,258, which consisted of operating expenses

of $324,742, offset by interest income of $255,484.

the nine months ended September 30, 2024, we had a net loss of $3,606,378, which consisted of operating expenses of $3,654,462, interest

expense associated with the debt discount of $399,990 and other expense of $33,437, offset by interest earned on investments held in

Trust Account of $481,511.

During the six months ended June 30, 2024 there was a $2,000,000 subscription agreement expense

recognized as part of the Merger Agreement which is included in general and administrative expenses.

For the six months ended

June 30, 2023, we had a net income of $4,684,250, which consisted of interest earned on investments held in Trust Account of

$5,297,061 offset by operating expenses of $612,811.

During the nine months ended September 30, 2024 there was a $2,000,000 subscription agreement expense recognized

as part of the Visiox Merger Agreement which is included in general and administrative expenses.

For the nine months ended September

30, 2023, we had a net income of $4,614,992, which consisted of operating expenses of $937,553, offset by interest income of $5,552,545.

and Capital Resources

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placement of an additional 625,000 Private Placement Warrants to the Original Sponsor, generating gross proceeds of $937,500.

the six months ended June 30, 2024, net cash used in operating activities was $2,852,308, net cash provided by investing activities was

$13,781,323 and net cash used in financing activities was $10,929,015.

the six months ended June 30, 2023, net cash used in operating activities was $372,058, net cash provided by investing activities was

$284,283,159 and net cash used in financing activities was $284,283,159.

the nine months ended September 30, 2024, net cash used in operating activities was $2,826,804, net cash provided by investing activities

was $13,781,323 and net cash used in financing activities was $10,954,519.

the nine months ended September 30, 2023, net cash used in operating activities was $496,979, net cash provided by investing activities

was $284,916,127 and net cash used in financing activities was $284,916,127.

intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust

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business or businesses, make other acquisitions and pursue our growth strategies.

of June 30, 2024, the Company had $0 in its operating bank account, $6,524,611 held in the Trust Account to be used for a Business Combination

or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $5,897,306.

of September 30, 2024, the Company had $0 in its operating bank account, $6,601,357 held in the Trust Account to be used for a Business

Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $6,511,072.

Company has until February 17, 2025 to consummate an initial Business Combination.

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Unless the shareholders vote for an additional extension, the remaining life

of the Company as of June 30, 2024 is under 12 months.

of the Company as of September 30, 2024 is under 12 months.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

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The warrants would be identical to the Private Placement Warrants.

As of June 30, 2024 and December

As of September 30, 2024 and December

31, 2023, $449,214 and $250,000 in Working Capital Loans were outstanding, respectively.

On December 21, 2023, the Company entered into a Loan

and Transfer Agreement with the New Sponsor and SSVK, pursuant to which SSVK loaned an aggregate of $250,000 to the New Sponsor, and,

in turn, the New Sponsor loaned $250,000 to the Company.

As of June 30, 2024 and December 31, 2023, there was $250,000 and $155,848 in

borrowings under the agreement, respectively.

The debt discount is being amortized to interest expense as a non-cash charge over the term

of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the time of each draw.

The remaining balance of the debt discount as of June 30, 2024 and December 31, 2023 amounted to $0 and $143,464, respectively.

the three and six months ended June 30, 2024, the Company recorded $88,644 and $229,919, respectively, of interest expense related to

the amortization of the debt discount.

On January 9, 2024, the Company entered into a

Loan and Transfer Agreement with the New Sponsor and Apogee, pursuant to which Apogee loaned an aggregate of $50,000 to the New

Sponsor, and, in turn, the New Sponsor loaned the $50,000 to the Company.

On January 10, 2024, the Company entered into a Loan and

Transfer Agreement with the New Sponsor and Sheth, pursuant to which Sheth loaned an aggregate of $150,000 to the New Sponsor and

the New Sponsor loaned $150,000 to the Company.

As of June 30, 2024 and December 31, 2023, there was $200,000 and $0, respectively,

in aggregate borrowings under the Loan and Transfer Agreements with Apogee and Sheth.

The debt discount is being amortized to

interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s

December 21, 2023, the Company entered into a Loan and Transfer Agreement with the New Sponsor and SSVK, pursuant to which SSVK loaned

an aggregate of $250,000 to the New Sponsor, and, in turn, the New Sponsor loaned $250,000 to the Company.

As of September 30, 2024 and

December 31, 2023, there was $250,000 and $155,848 in borrowings under the agreement, respectively.

The debt discount is being amortized

to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the Company’s

expected Business Combination date at the time of each draw.

The remaining balance of the debt discount as of June 30, 2024 and

The remaining balance of the debt discount as of September 30, 2024 and

December 31, 2023 amounted to $0 and $143,464, respectively.

During the three and six months ended June 30, 2024, the Company

recorded $119,540 and $161,575, respectively, of interest expense related to the amortization of the debt discount.

On March 5, 2024, the Company entered into the First

Subscription Agreement with the New Sponsor, Visiox, the Affiliate, and the four separate Investors, whereby the Investors collectively

contributed to New Sponsor the $1,000,000 First Contribution.

On May 9, 2024, the Company entered into the Second

Subscription Agreement with the New Sponsor, the Affiliate, and the four separate Investors, whereby, the Investors collectively contributed

to New Sponsor the $500,000 Second Contribution and, in turn, the New Sponsor loaned the $500,000 May Loan to the Company.

During the three and nine months ended September 30, 2024, the Company recorded

$0 and $229,919, respectively, of interest expense related to the amortization of the debt discount.

January 9, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Apogee, pursuant to which Apogee loaned

an aggregate of $50,000 to the New Sponsor, and, in turn, the New Sponsor loaned the $50,000 to the Company.

January 10, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“Sheth”),

pursuant to which Sheth loaned an aggregate of $150,000 to the New Sponsor and the New Sponsor loaned $150,000 to the Company.

September 30, 2024 and December 31, 2023, there was $199,214 and $0, respectively, in aggregate borrowings under the Loan and Transfer

Agreements with Apogee and Sheth.

The debt discount is being amortized to interest expense as a non-cash charge over the term of the

loan and transfer liability, in which is generally the Company’s expected Business Combination date at the time of each draw.

remaining balance of the debt discount as of September 30, 2024 and December 31, 2023 amounted to $12,930 and $0, respectively.

the three and nine months ended September 30, 2024, the Company recorded $8,496 and $170,071, respectively, of interest expense related

to the amortization of the debt discount.

March 5, 2024, the Company entered into the First Subscription Agreement with the New Sponsor, Visiox, the Affiliate, and the four separate

Investors, whereby the Investors collectively contributed to New Sponsor the $1,000,000 First Contribution.

May 9, 2024, the Company entered into the Second Subscription Agreement with the New Sponsor, the Affiliate, and the four separate Investors,

whereby, the Investors collectively contributed to New Sponsor the $500,000 Second Contribution and, in turn, the New Sponsor loaned

the $500,000 May Loan to the Company.

Administrative

1 unchanged sentence

to pay an affiliate of the Original Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

three and six months ended June 30, 2024 and 2023, the Company has incurred $30,000 and $60,000, respectively, of expenses under this

three and nine months ended September 30, 2024 and 2023, the Company has incurred $30,000 and $90,000, respectively, of expenses under

this arrangement.

Underwriting Fees

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statements (see Note 6 to the condensed consolidated financial statements contained elsewhere in this Quarterly Report).

of June 30, 2024 and December 31, 2023, $298,939 and $238,939, respectively, has been accrued and shown as ‘Due to affiliate’

of September 30, 2024 and December 31, 2023, $328,939 and $238,939, respectively, has been accrued and shown as ‘Due to affiliate’

in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

1 unchanged sentence

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024.

We do not participate

in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024.

not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

Accounting Policies

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480,

meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification

under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders

could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions

for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance

and as of each subsequent quarterly period end date while the instruments are outstanding.

The Company determined, upon further review

of the warrant agreement, that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for

equity accounting treatment.

shares Subject to Possible Redemption

account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption

rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

our control) is classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain

future events.

Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’

deficit section of our balance sheets.

Income (loss) Per Share of Ordinary shares

apply the two-class method in calculating earnings per share.

Net income per share of the Class A shares, basic and diluted is calculated

by dividing the interest income earned on the Trust Account by the weighted average number of shares of Class A ordinary shares outstanding

since original issuance.

Net income per share of ordinary shares, basic and diluted, for Class B ordinary shares is calculated by dividing

the net income, less income attributable to shares of Class A ordinary shares, by the weighted average number of shares of Class B ordinary

shares outstanding for the periods presented.

Adopted Accounting Standards

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide disclosure under this Item

to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as

it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis